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As filed with the Securities and Exchange Commission on April 29, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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INTEGRATED SILICON SOLUTION, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-0199971
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(State of Incorporation) (IRS Employer Identification No.)
2231 Lawson Lane
Santa Clara, CA 95054
(Address of Principal Executive Offices)
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NONSTATUTORY STOCK PLAN
(Full title of the plans)
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Gary L. Fischer
Executive Vice President &
Chief Financial Officer
INTEGRATED SILICON SOLUTION, INC.
2231 Lawson Lane
Santa Clara, CA 95054
(Name and address of agent for service)
(408) 588-0800
(Telephone number, including area code, of agent for service)
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Copy to:
J. Robert Suffoletta
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (415) 493-9300
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount Proposed Maximum
be Registered to be Offering Price Proposed Maximum Amount of
Registered Per Share Aggregate Offering Price Registration Fee
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Common Stock, par value 300,000 shs $6.84375(1) $2,053,125 $622.16
$0.0001, to be issued
under the Nonstatutory
Stock Plan
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $6.84375, the closing
price per share of the Common Stock as reported on the Nasdaq National
Market on April 28, 1997.
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INTEGRATED SILICON SOLUTION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities
and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ending
September 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, filed pursuant to Section 13 of the Exchange Act.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 7, 1995, filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page
Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of February 28, 1997, certain members of
Wilson, Sonsini, Goodrich & Rosati, and investment partnerships in which such
persons are partners, beneficially owned approximately 30,000 shares or options
to purchase shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a company will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach
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of their duty of loyalty to the company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) for unlawful payments or dividends or unlawful stock
repurchases or redemptions as provided Section 174 of Delaware General
Corporation Law or (iv) for transactions from which the director derived an
improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent provided by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law. The
Company believes that indemnification under its Bylaws covers at least
negligence on the part of indemnified parties. The Bylaws authorize the use of
indemnification agreements and the Company has entered into such agreements
with each of its directors and officers.
The Company carries officer and director liability insurance with respect
to certain matters, including matters arising under the Securities Act of 1933,
as amended (the "Securities Act").
Delaware law does not permit a corporation to eliminate a director's duty
of care, and the provisions of the Company's Certificate of Incorporation have
no effect on the availability of equitable remedies such as injunction or
rescission, based upon a director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to foregoing provisions and agreements, the Company has been informed
that in the opinion of the staff of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Nonstatutory Stock Plan
5.1 Opinion of counsel as to legality of securities being registered
24.1 Consent of independent auditors
24.2 Consent of counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (see page II-4)
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities Act") each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto, duly
authorized, in the City of Sunnyvale, State of California, on April 29, 1997.
INTEGRATED SILICON SOLUTION, INC.
By: /s/ JIMMY S.M. LEE
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Jimmy S.M. Lee, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jimmy S.M. Lee and Gary L. Fischer,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitution or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ JIMMY S.M. LEE President and Chief Executive Officer April 29, 1997
--------------------------------------- (Principal Executive Officer)
(Jimmy S.M. Lee)
/s/ GARY L. FISCHER Executive Vice President and Chief April 29, 1997
--------------------------------------- Financial Officer (Principal Financial and
(Gary L. Fischer) Principal Accounting Officer)
/s/ KONG-YEU HAN Director April 29, 1997
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(Kong-Yeu Han)
/s/ CHUN WIN WONG Director April 29, 1997
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(Chun Win Wong)
/s/ LIP-BU TAN Director April 29, 1997
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(Lip-Bu Tan)
/s/ HOU TENG LEE Director April 29, 1997
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(Hou Teng Lee)
/s/ DIOSDADO P. BANATAO Director April 29, 1997
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(Diosdado Banatao)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Nonstatutory Stock Plan
5.1 Opinion of counsel as to legality of securities being registered
24.1 Consent of independent auditors
24.2 Consent of counsel (Contained in Exhibit 5.1)
25.1 Power of Attorney (See page II-4)